Performant Financial Corporation Announces Proposed Public Offering of Common Stock
August 17 2021 - 4:05PM
Business Wire
Performant Financial Corporation (Nasdaq: PFMT) (the "Company"),
a leading provider of technology-enabled audit, recovery, and
related analytics services in the United States with a focus in the
healthcare payment integrity services industry, today announced
that it has commenced a proposed underwritten registered public
offering of shares of its common stock.
All of the shares of common stock to be sold in the proposed
offering will be sold by the Company. In addition, the Company
intends to grant the underwriters a 30-day option to purchase up to
an additional 15% of the shares of its common stock sold in the
offering. The proposed offering is subject to market and other
conditions, and there can be no assurance as to whether or when the
offering may be completed, or as to the actual size or terms of the
offering.
The Company intends to use the net proceeds from this proposed
offering for working capital and other general corporate purposes,
which may include the repayment of outstanding indebtedness.
Craig-Hallum Capital Group is acting as the lead book-running
manager and Colliers Securities LLC is acting as the
co-book-running manager for the proposed offering.
The proposed offering is being made pursuant to a shelf
registration statement on Form S-3 (File No. 333-258178) that was
declared effective by the U.S. Securities and Exchange Commission
(“SEC”), on August 12, 2021. A preliminary prospectus supplement
and accompanying prospectus relating to the proposed offering will
be filed with the SEC and will be available on the SEC’s website at
www.sec.gov or by contacting Craig-Hallum Capital Group LLC, 222
South Ninth Street, Suite 350, Minneapolis, MN 55402, Attn: Equity
Capital Markets, telephone: 612-334-6300 or by email at
prospectus@chlm.com.
This press release does not and shall not constitute an offer to
sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction. Any offer,
if at all, will be made only by means of a prospectus, including a
prospectus supplement, forming a part of the effective registration
statement.
About Performant Financial Corporation
Performant helps government and commercial organizations enhance
revenue and contain costs by preventing, identifying and recovering
waste, improper payments and defaulted assets. Performant is a
leading provider of these services in several industries, including
healthcare, student loans and government. Performant has been
providing recovery audit services for more than ten years to both
commercial and government clients, including serving as a Recovery
Auditor for the Centers for Medicare and Medicaid Services.
Powered by a proprietary analytics platform and workflow
technology, Performant also provides professional services related
to the recovery effort, including reporting capabilities, support
services, customer care and stakeholder training programs meant to
mitigate future instances of improper payments. Founded in 1976,
Performant is headquartered in Livermore, California.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements regarding the Company’s intention to
offer shares of common stock and intentions with respect to the use
of net proceeds from the proposed offering. These forward-looking
statements are based on current expectations, estimates,
assumptions and projections that are subject to change and actual
results may differ materially from the forward-looking statements.
Factors that could cause actual results to differ materially
include, but are not limited to, the material adverse impact of the
COVID-19 pandemic on the Company’s business, results of operations
and financial condition as well as on the business operations and
financial performance of many of its customers, that the Company
may not have sufficient cash flows from operations to fund ongoing
operations and other liquidity needs, that the Company’s
indebtedness could adversely affect its business and financial
condition and could reduce the funds available for other purposes
and the failure to comply with covenants contained in its credit
agreement could result in an event of default that could adversely
affect its results of operations, that the Company faces a long
period to implement a new contract which may result in the
incurring of expenses before the receipt of revenues from new
client relationships, the high level of revenue concentration among
the Company's largest customers and any termination in the
Company’s relationship with any of its significant clients would
result in a material decline in its revenues, that many of the
Company's customer contracts are subject to periodic renewal, are
not exclusive, do not provide for committed business volumes and
may be changed or terminated unilaterally and on short notice, that
the Company may not be able to manage its potential growth
effectively, that the Company faces significant competition in all
of its markets, that continuing limitations on the scope of the
Company’s audit activity under its RAC contracts have significantly
reduced its revenue opportunities with this client, that the U.S.
federal government accounts for a significant portion of the
Company's revenues, that future legislative and regulatory changes
may have significant effects on the Company's business, that
failure of the Company's or third parties' operating systems and
technology infrastructure could disrupt the operation of the
Company's business and the threat of breach of the Company's
security measures or failure or unauthorized access to confidential
data that the Company possesses. More information on potential
factors that could affect the Company's financial condition and
operating results is included from time to time in the "Risk
Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" sections of the Company's
annual report on Form 10-K for the year ended December 31, 2020 and
subsequently filed reports on Forms 10-Q and 8-K. The
forward-looking statements are made as of the date of this press
release and the Company does not undertake to update any
forward-looking statements to conform these statements to actual
results or revised expectations.
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version on businesswire.com: https://www.businesswire.com/news/home/20210817005808/en/
Richard Zubek Investor Relations 925-960-4988
investors@performantcorp.com
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